Terms and Conditions

General trading conditions for direct purchases from VELA-Vermund Larsen A / S

Contractual basis

1.1 Unless otherwise agreed between the parties, all deliveries happens on the basis of the following Conditions..

Price

2.1 The stated prices and other information, price lists, etc. are always considered indicative. Prices listed are not included delivery and installation, unless specifically stated in the agreement.

2.2 If, prior to delivery from the seller's supplier, price increases, or increased customs, duties or other charges, the price increases accordingly.

Special lines of product

3.1 If the seller must make special adaptations / modifications on the item, the buyer must cover all costs of the seller to do so.

3.2 Specific purchased and manufactured goods can not be returned and are not sold on trial.

3.3 Any change in the specifications can delay delivery, the seller is therefor entitled to extend delivery in relation to what was originally agreed.

Trial Buy

4.1 Trial Buy can only be done with a written agreement with the seller.

4.2 If a product is purchased with probation and has been delivered, the buyer will be bound by the purchase if there, within the time agreed with the seller (if no time has been agreed within 14 days) has informed the seller that he will not keep the product.

4.3 Items for testing will be billed with a "return right" mentioned on the invoice.

4.4 Return of goods purchased on trial must be in original packaging and is returned on the buyer's expense and risk.

4.5 The buyer is liable for that item is returned in the same condition as the buyer received the item. Is the product damaged when returning it, the buyer is obliged to reimburse the seller's repair costs after current list price or by invoice.

Delivery

5.1 The agreed delivery clauses shall be interpreted in accordance with the, by the time of agreement, applicable Incoterms.

5.2 Is there not taken any special agreement on a delivery clause, delivery is considered "Ex Works". Packaging is calculated separately, unless otherwise agreed.

5.3 If the seller does not deliver within the agreed delivery time, the buyer can set a reasonable final delivery deadline in writing to the seller. If delivery is not made within that period, the buyer may cancel the agreement by written notice to the seller. Only if the delay is due to seller's fault or negligence, the buyer is also entitled to compensation, which can never exceed the additional costs of buying a similar product from other sources and can not cover loss of profits or other indirect losses. The compensation can never exceed the agreed price.

5.4 Are there agreed successive delivery, each delivery is considered a separate delivery. The buyer is thus not entitled to by defects in a partial delivery to terminate the agreement in regards to other deliveries.

Returns and buyer's receipt of the goods

6.1 In accordance with Danish law, the buyer is in no right to return any product or service, unless expressly agreed in writing with the seller. In that event, the return is at the buyer's risk and expense.

6.2 If the buyer is unable to receive or refuse to receive the agreed service at the agreed delivery time, delivery is ruled as have taken place on the agreed delivery date. All costs incurred as a result of this shall be borne by the buyer.

Payment terms

7.1 Payment must be made by the vendor's specifications or if this is not available, with cash on delivery of the goods sold. Overdue amounts not paid on time, accrue interest from the due date by 1.5% per started month.

Retention of ownership

8.1 The delivered goods remain property of the seller until payment is fully completed.

Output Samples

9.1 If the buyer before delivery received an output sample of the product and approved this without remarks, the buyer can not complain about defects in the delivery, if the delivered is at the same standard as the approved outcome of the trial.

Patents, registered designs, copyright, etc.

10.1 If the buyer delivers drawings, models or other sketches for use by the vendor to costumise a product, the buyer undertakes any liability for any violation of third party rights due to patent, design protection, copyright, etc. The buyer is obliged to reimburse the seller all costs and damages applied in this regard by demands from third parties and on the occasion of dispute.

Errors (consumer goods)

11.1 This clause applies only on the purchase when the buyer mainly purchases outside his business (consumer goods).

11.2 The Vendor shall only be liable for defective goods if the defect was present at the time of delivery.

11.3 Seller assumes no responsibility for errors and defective goods caused by improper handling or storage and any other neglect of goods sold by the purchaser.

11.4 If the buyer advertises any defects within 6 months from the goods are delivered the error is supposed to have been present at the time of delivery unless this presumption is incompatible with the sales object or defect art.

11.5 If the buyer advertises any defects later than 6 months after the object is delivered, the burden of proving that the goods sold has a defect is solely the buyer's.

11.6 If the buyer does not, within two years after the delivery, inform the seller about any defect, the buyer can not later make this claim against the Seller.

11.7 The seller is not responsible for loss of earnings or other indirect losses.

Errors (not consumers)

12.1 The Vendor shall only be liable for defective goods if the defect was present at the time of delivery.

12.2 If the buyer advertises any defective goods, the burden of proving that the defect was present at the time of delivery is the buyer's.

12.3 Seller assumes no responsibility for errors and defective goods caused by improper handling or storage and any other neglect of goods sold by the purchaser.

12.4 If the buyer does not, within two years after the delivery, inform the seller in writing about any defect, the buyer can not later make this claim against the Seller.

12.5 The buyer may only cancel the agreement if the seller fails to fix / deliver the goods within a reasonable time. Only then the buyer can claim monetary damages from the seller, and such compensation shall never exceed the agreed purchase price for the delivered goods.

12.6 The seller is not responsible for loss of earnings or other indirect losses.

Product Liability

13.1 For product liability, the seller is liable under the provisions of the Product Liability Act, which can not be derogated from by agreement. Seller disclaims liability for product damage on any other basis. Product liability can not exceed the coverage on the seller's product liability insurance.

13.2 The seller is not responsible for loss of earnings or other indirect losses.

13.3 To the extent that the seller may incur product liability towards third parties, the buyer is obliged to indemnify the seller to the same extent as the Seller's liability is limited to the following section. 13.1 and 13.2.

13.4 If a third party makes a claim against either party for liability under this clause, the party shall immediately inform the other party.

13.5 The seller and buyer are mutually obliged to let themselves be summoned to the court or arbitral tribunal which examines claims that are made against one of them on the basis of damage allegedly caused by the material.

Governing Law and Jurisdiction

14.1 Any disputes shall be settled by Danish legal rules and the court in Aalborg as the agreed venue.

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